0000950120-07-000262 Sample Contracts

MP ENVIRONMENTAL FUNDING LLC, Issuer and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee INDENTURE Dated as of April 11, 2007 Securing Environmental Control Bonds Issuable in Series
Indenture • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • New York

INDENTURE dated as of April 11, 2007 (as amended or otherwise supplemented from time to time, this “Indenture”), between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”), and U.S. Bank National Association, a national banking association, in its capacity as trustee for the benefit of the Holders of the Environmental Control Bonds, itself and each Swap Counterparty, if any (in its collective capacities, the “Indenture Trustee”).

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Series Supplement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PE ENVIRONMENTAL FUNDING LLC Dated as of April 11, 2007
Limited Liability Company Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of April 11, 2007 (as it may be further amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), of PE ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Company”), having its principal office at 2215-B Renaissance Drive, Suite #5, Las Vegas, Nevada 89119.

ENVIRONMENTAL CONTROL PROPERTY TRANSFER AGREEMENT between PE RENAISSANCE FUNDING, LLC Seller and THE POTOMAC EDISON COMPANY Transferor Dated as of April 11, 2007
Transfer Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • West Virginia

ENVIRONMENTAL CONTROL PROPERTY TRANSFER AGREEMENT dated as of April 11, 2007 (as amended, restated, supplemented or otherwise modified from time to time, “this Agreement”), between PE RENAISSANCE FUNDING, LLC, a Delaware limited liability company (the “Seller”), and THE POTOMAC EDISON COMPANY, a Virginia and Maryland corporation, and its successors in interest to the extent permitted hereunder, as Transferor (the “Transferor”).

PE ENVIRONMENTAL FUNDING LLC, Issuer and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee INDENTURE Dated as of April 11, 2007 Securing Environmental Control Bonds Issuable in Series
Indenture • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • New York

INDENTURE dated as of April 11, 2007 (as amended or otherwise supplemented from time to time, this “Indenture”), between PE ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”), and U.S. Bank National Association, a national banking association, in its capacity as trustee for the benefit of the Holders of the Environmental Control Bonds, itself and each Swap Counterparty, if any (in its collective capacities, the “Indenture Trustee”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MP ENVIRONMENTAL FUNDING LLC Dated as of April 11, 2007
Limited Liability Company Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of April 11, 2007 (as it may be further amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), of MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Company”), having its principal office at 2215-B Renaissance Drive, Suite #5, Las Vegas, Nevada 89119.

ADMINISTRATION AGREEMENT BETWEEN MP ENVIRONMENTAL FUNDING LLC AND ALLEGHENY ENERGY SERVICE CORPORATION
Administration Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • West Virginia
TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY SERVICING AGREEMENT between PE ENVIRONMENTAL FUNDING LLC and THE POTOMAC EDISON COMPANY Servicer Dated as of April 11, 2007
Servicing Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • West Virginia

TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY SERVICING AGREEMENT dated as of April 11, 2007, between PE ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”), and THE POTOMAC EDISON COMPANY (“Potomac Edison”), a Virginia and Maryland corporation, doing business as Allegheny Power, as the servicer of the Transferred Environmental Control Property (together with each successor to Potomac Edison (in the same capacity) pursuant to Section 5.03 or 6.04, the “Servicer”).

ADMINISTRATION AGREEMENT BETWEEN PE ENVIRONMENTAL FUNDING LLC AND ALLEGHENY ENERGY SERVICE CORPORATION
Administration Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • West Virginia
TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY SALE AGREEMENT between MP ENVIRONMENTAL FUNDING LLC Issuer and MP RENAISSANCE FUNDING, LLC Seller Dated as of April 11, 2007
Sale Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • West Virginia

TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY SALE AGREEMENT dated as of April 11, 2007 (as amended, restated, supplemented or otherwise modified from time to time, “this Agreement”), between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”), and MP RENAISSANCE FUNDING, LLC, a Delaware limited liability company, and its successors in interest to the extent permitted hereunder, as Seller (the “Seller”).

TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY SERVICING AGREEMENT between MP ENVIRONMENTAL FUNDING LLC and MONONGAHELA POWER COMPANY Servicer Dated as of April 11, 2007
Control Property Servicing Agreement • April 17th, 2007 • MP Environmental Funding LLC • Asset-backed securities • West Virginia

TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY SERVICING AGREEMENT dated as of April 11, 2007, between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”), and MONONGAHELA POWER COMPANY (“Mon Power”), an Ohio corporation, doing business as Allegheny Power, as the servicer of the Transferred Environmental Control Property (together with each successor to Mon Power (in the same capacity) pursuant to Section 5.03 or 6.04, the “Servicer”).

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